The Uprising A Sequel
by Darththork99
Summary: When Eliot Shine mysteriously rises from the dead. He begins to look for answers regarding his return. Meanwhile, his friend leaves to take the Cloudsdale Flight exam, and his MAre-friend finds another. How will Shine cope with this new life he's awoken.


*WARNING! THIS FANFICTION CONTAINS SEXUAL CONTENT! READERS DISCRETION IS ADVISED*

Here Lies Eliot Shine An Inspiration, A Hero ,A Friend.  
R.I.P.  
It had been three weeks since Shine had been buried. Friends and Family constantly visited his gravesite to mourn their lost Colt. But tonight held no visitors. It was quiet. The dew on the grass shimered in the pale moonlight. The only sounds that could be heard where the gentle gusts of warm summer wind, and the pitter patter of rain against the tombstones and ground. Flowers lay peacefully on the graves, gently being swayed by the light breeze. Shine's grave was sitting right next to the one of his teacher. Miss Dellyheart, who died after being thrown off of a castle tower during the riot. All seemed calm in this misty summer night. But. Something strange was going on, underneath the sods.

It was a beautiful day, just as always. Eliot flew through the everlasting sky, feeling the wind flow through his mane, and across his face. Shine had woken up in this supposed Paradise more than three weeks ago. He had spent his time soaring through the skies, the sun shone bright. But it couldn't hurt Shine's hazel eyes. It was the perfect place. But this was not Equestria. He found himself a big puffy cloud to rest on. Shine landed with a soft thud, and found an upward hill to lie down on.  
"I wonder what everypony is doing back in Equestria." Eliot wondered as he slowely began rubbing his dark green coat, and face.  
"They are still mourning over your loss. But they will grow used to not having you in their lives." A strange feminine voice rang out from beneath him.  
"Thats good. But I wish I could have better contact with them. Tell them i'm happy here." Shine responded to the voice.  
"But you still have me." The voice slowely became slightly lighter. A bright yellow figure trotted forward. It was Sunflower! Her coat glistned in the bright sun, while her bright red mane hung down over the left side of her head. Her cutie mark wiggling along with her rump. "C'mon Shine, don't be so sad." Sunflower aproached him with a glimmering smile. "Oh, Charplet. Quit screwing around." Eliot sighed as Sunflower started to go up in white, cloudy smoke. After a minor lightshow, another figure was revieled. A Changeling. She was just a little smaller than Eliot, she had evil looking blue eyes, with a glimmer of innocence in them. Her teeth where slightly shorter than most Changelings. But still very sharp.  
"I told you not to morph into Ponies I know." Eliot stated. "Three times."  
"Oh c'mon. Don't you miss them?" Charplet asked.  
"Yes. But I hate to see them here. Even if I knew it was you."  
"I guess thats true." Charplet sighed out of dissapointment. She had been in this place a lot longer than Eliot has. Exactly Four years, and two weeks longer.  
"It's pretty lonely out here." Eliot stated, looking out into the everlasting distance, filled with lush green fields, and mountains. Charplet looked at him and agreed.  
"You sure we're not in Hell?" She wondered.  
"No. It'd be much worse." Shine responded. "We'll come across Somepony else eventually. I just thank you for finding me on my first day." Shine explained. Charplet didn't respond. Instead she put her face directly over Eliots. Then pulled him into a kiss. It was long and passionate, both the Pegasus, and the Changeling expressed their feelings toward one another. Well. Charplet more than Shine.  
"Like that?" Charplet asked as soon as the kiss was broken.  
"Yeah. I remember the first time you did that." Shine said. "I was taken completely off guard. But it was one of the best damn kisses i've ever had." Eliot lied back as the sun slowely set in the distance. Some time had passed. The sun had been invisible for Twelve minutes, and the moon was out halfway up. The silence was the most peaceful thing Shine had experienced since death. It was Charplet who eventually broke the silence.  
"You wan't to have some... Fun?" Charplet asked nervously.  
"Fun? Wha-" Shine had cut himself off, as he realised what she ment. "Oh. No. Sorry Charplet." He frowned with surprise.  
"C'mon! We've been together for three weeks." Charplet exclaimed.  
"Thats not very long." Shine replied. He started to blush.  
"It is if we are together the whole time!" Charplet was getting desperate. "I can use my abilities to fufill any sexual fantasies of yours."  
"I don't have any." Eliot was normally a good actor. But this lie was more obvious than his blush.  
"Look. It's not like we're going back to Equestria. I mean, we're dead! And i'm sure nopony will really care. You don't have anypony to dissaprove. Plus, we're great friends." Charplet began to ease her rear towards Eliots face, displaying herself to him.  
"Hmm. I suppose your right... Lets do it!" Eliot smirked as he positioned himself against the arch of the cloud.  
"You'll love this." Charplet said as she eased her face down towards his crotch. She rapidly nudged his sheath with her nose, until she got a rise out of him. Shine blushed as he caught the sight of his own black veiny cock, so close to Charplets face.  
"What are you going to- Oh!" Eliot gasped as Charplet pushed her hoof down onto his member. She placed the tip right against one of the many holes in her hoof, and applied pressure so that his penis slid right through it! It was kind of a turn off at first, since Shine wasn't much for gore. But then he remembered that this is the natural born structure of a Changeling.  
"Umm." Was all he was able to get out. This being the first time his goods where handled by somepony else. The experience was great. But the pleasure was lacking, since the sides of the hoof hole where only rubbing his shaft. The head was sitting lonely in the air. He was about to say something, but a sudden warmth hit the tip of his cock, making him moan instead. Charplet had began to lick the tip. This was incredibly hot for Eliot. To see a female licking his penis, so lovingly.  
The toungebath quickly evolved into a full on blowjob. Eliot had protested at first, due to her razor sharp teeth. But she had maneuvered his penis to avoid the teeth, and to her tounge, which licked at the very head as Charplet bobbed her head up and down. This is the most intense pleasure Shine had ever felt. He especially enjoyed the tingling feeling that he got when the tip of his cock rubbed against the smooth end of Charplets teeth. The pleasure was building up, but then suddenly stopped. He looked to see Charplet positioning herself over Shine. Her hot wet clit, dangling right above his penis. Eliot twitched as some of her juices dripped down and landed on his cock.  
"Are you ready?" Charplet asked.  
"Yes! Put it inside!" Shine replied. Excited to lose his virginity. Charplet lowered herself, teasingly slow. But just when it should of penetrated. Eliot felt nothing. He looked to see that his black bulging dick was departiclizing!  
"WHAT!" Eliot howled as he pulled himself out from under Charplet, just to view the rest of his body vanish before his terror filled eyes.  
*COCKBLOCK*  
"Shine!" Charplet called as her lovercolt was no longer with her. "Eliot! Shine? Where are you!" She embraced the truth. The first other one she came across in her four years of wandering aimlessly through paradise, was gone! Her memories of how she died, flowed through her mind. She remembered how after Princess Cadence and Shining Armour disbanded the Changeling attack on Canterlot using the power of true love. She was flung into the Everfree Forest, where she was eaten alive by a Hydra. It ripped her to shreds. She can remember every detail, even the image of her lower half being fought over by two heads of the Hydra. While her upper half was consumed. But thats all behind her.  
"I'm going to miss you Eliot."

It was dark. Shine couldn't see anything. His memory of the afterlife was gone.  
"Uhh. Where am I?" Eliot asked himself, of course. Not getting an answer. "Is anypony there?" He called out again. "This isnt funny!"  
Shine began to feel around, only to be stopped by a seemingly invisible wall. He began to think.  
I'm lying down. In a suit. It's dark, i'm in some sort of- His thoughts where cut off.  
"Oh no. No! No! NO! This can't be happening! SOMEPONY HELP ME PLEASE!" Shine knew where he was. He was in a coffin, underground. He had been buried alive! "Get me out! I'm alive! I don't know how, but I am! HELP!" Tears began forming in his eyes, he started to hyperventalate. Being buried alive was one of Eliots biggest fears. He was experiencing it.  
"Wait! What was that show called? Colt-Swers? They explained how to escape a locked coffin. Alright!" Eliot flipped over onto his hooves, not being able to stand. He flared the feathers of his wings, and managed to squeeze one between the slit between the lid of the coffin. With all of Shine's might, the coffin lock cracked off! Shine then pushed the lid open, having great difficulty. When it opened half way, he scrapped the soggy, bu infested soil into the coffin with him. Making sure to leave an air pocket. Eliot began to dig upwards towards the surface. He was beaming with confidence!  
"I'm actually going to make it out!" Eliot joyfully said to himself. But he had spoken too soon. Shine started to get drowsy, it was the carbon dioxide! It had replaced the majority of the air! If Eliot did not hit the surface soon, he was going to sufficate!  
"No! T-this won't happen." Shine picked up the pace, exausting him even further. After a few more seconds of digging, something shone above him. Starlight! A rush of cool, clean air swept over Eliot, and his weeriness dissapeared like it had been hit by a charging buffalo!  
"Yes!" Eliot exclaimed as he arose from the dirt. Eliot let out a victorious howl, that echoed throughout the graveyard!  
"I'm out." Shine remembered what happened before he awoke. The warm feeling he got when he was dying, no pain, even though his heart had been pierced. Eliot had just realised that he was not alone. Standing a few meters away, where three young fillies. Eliot regognized them as the Cutie Mark Crusaders. Each of them looked at Shine in pure HORROR!  
"Zombie!" The orange filly screamed.  
"Run!" Yelled the yellow filly with the red bow. All three of them ran off. Screaming into the distance.  
"Hey hold on!" Eliot tried to calm them. He wondered why they though he was a zombie. Until he looked at himself in a crystal clear reflection shimmering in a puddle. He was completely matted with dirt, and crawling with bugs. His dark green fur was messy from the struggle, and he suffered some cuts. Shine knew the screaming would attract some attention. He took off the suit and ran into the forest to get cleaned up in the river.

Eliot had never went back to his home, worried about how his parents would react. He stayed in the woods for the rest of the night. Shine had been lying on the moisture covered grass, looking up into the night sky. Interpreting why he was alive. The sun slowely started to rise over the horizon.  
"Beautiful sunrise as always, Celestia." Eliot whispered to himself, slightly forgeting about what happened between Celestia and him. Eliot rose from his comfortable position and began to leave the forest. His mind racing.

How long have I been gone? What will everypony think of me? What would my friends say? What would my family say?... What would Sunflower say?

Eliot was lost in thought, so lost infact that he found himself right in the center of Ponyville. Shine worried. At first, nopony spared a second glance. But there eventually became some bickering, and even some retreated. Until somepony confronted him. He was a rather small foal. An Earth Pony, he was Pipsqueak.  
"You're that Colt from the video!" Pipsqueak finally uttered. He must not of known of his passing. "I thought you where in the dungeon!"  
"No. I was never in the dungeon." Eliot replied. But before Pipsqueak could let another word pass his lips, a dumbstruck looking Mare, galloped over to Pipsqueak, grabbing him in her teeth, then run off.  
"I suppose i'll have to get used to this." Eliot sighed under his breath as he began his journey to his home. He passed many snickering, and scared ponies an the way. Except Berry Punch who was too drunk to notice. He had also sat on a park bench next to a cyan Unicorn with a Lyre cutie mark, she fell right out of her seat as soon as she recognized Shine. He had even been confronted by the Royal Guard, who kindly escorted him home, instead of rasionally confronting him.  
When Eliot had arrived home, he had knocked on the door, instead of just walking in, like he normally did. He was greeted at first by his mother, her yellow coat, and purple mane, all to familiar. But when she truly seen who it was. She became light headed, and dropped onto the cold wooden floor. Eliot tried to wake her, she was out like a light! He had dragged her unconsious body into the living room, and onto the couch. He sat on the couch across from her. The room lay bare, white walls, no drapes, even the paint stain that Shine had made as a foal was showing. It was a wallpainting of him, his mother, and father. Quite amateur, but he was just a foal. He painted this before the fight between his mother and father. When they where happy together. Shine clearly remembered silently crying in his room, as his mother and father fought in the hallway. He remembers all the banging, shouting, and crashing that occured. He never seen his father after that. It always brought a tear to Eliots eyes, even when thought of today.

An hour had passed, Eliots mother started to stir. She awoke with a confused look, until her baby blue eyes rested directly on her son.  
"Eliot?" She coughed. "Is that really you?"  
"Yes mom. It's me." Eliot was trying to be calm.  
"How?"  
"I'll explain it in a second. Just get your mind straight." Eliot told her. She began taking deep breaths, until she had cleared her head.  
"Alright then." Eliot began. "After I was punctured, I felt what I thought was death. I don't know exactly how I am here. But I woke up after they buried me." Eliot was cut off.  
"But that was weeks ago!" She excaimed, slightly suspicious. "Are you... A Changeling?" She began to get angry. "How dare you!" She charged at Eliot, wings flared in rage. Eliot jumped out of the way.  
"Ma!" Shine yelled. "It's really me!"  
"It's not possible! Damn faker!" She was furious. She flew at top speed, directly at her son!  
"Sorry." Eliot weezed as he caught his mother by the neck, then flipped her onto the ground. "It's me! Your son!" Shine desperately tried to reason with her.  
"Your not my son! My son is dead! How dare you defile his honor for some sick game!" She was struggling under Shine's weight.  
"If I was a Changeling. I would not know this: The final words I said to you where 'I'll see you at lunch. Love you.' Convinced?" The struggle stopped. She stared blankly into her sons eyes.  
"Son? Forgive me!" Her eyes began to tear up. "Did I hurt you?"  
"No. I'm perfectly okay." Shine relieved. They sat back on the couch. "I've been getting many onlookers during my walk here. Exactly how long has it been?" Eliot asked.  
"Four and a half weeks. But when did you... Wake up?" She opened more answers to Eliot.  
"Last night. Why?" Shine replied.  
"There's no way. You would have breathed all of the oxygen out of the coffin in an hour." Eliot's mother expained, getting suspicious again. Eliot got up.  
"I'm headed out. To get answers. I'll see you later." Shine left the house, leaving his confused mother all alone again.  
Eliot flew over Ponyville after dark to avoid attracting unwanted attention. If there was anypony that knew anything about this situation, it was either Princess Celestia, or her personal student, Twilight Sparkle.  
"She's got to know something." Eliot uttered to himself. He soon landed at the door of the library, where Twilight Sparkle resided. He knocked on the door. He heard voices inside.  
Who is at the door this late?  
I dunno.  
The door opened, revieling a Purple Unicorn, with an even darker purple mane, her violate eyes sparkled in the moonlight. It was Twilight Sparkle. She gasped as soon as she seen Eliot. She used her magic to pull him inside.  
"You're Eliot Shine!" Twilight gasped.  
"Yes. I came to-"  
"You can't be here. It's not scientifically possible!"  
"Listen! I need your help!" Shine added in before he was interupted again.  
"For what?" Twilight asked in confusion.  
"After I was stabbed, I woke up. In a coffin. Underground. But that was only last night! How am I here?" Eliot explained.  
"Hmm." Twilight contemplated. "I think I know something of necrologie." Twilight stated as she called to Spike to get her a book on the subject. When he handed it to her, she began to speak. "I will read this over, and try to come up with some kind of answer. In the meantime, go back home." Twilight told Eliot. He trotted out the door and took flight, headed back home.

Shine had to wait two days before he recieved a letter that appeared out of a green flame.

Dear Eliot Shine. Come down to the library immediately! I have come up with a few theories on how you could be alive.  
-Twilight Sparkle.

After Shine had arrived at the library, he was greeted by Spike at the door. Prompting him to enter. Twilight came from the hallway, and began to explain what she thinks might of happened.  
"Alright. Here's my first theory. But first I have to know. Are you a descendant of the Draka family?" Twilight asked. Eliot shook his head. "Okay. Thats out the window. Did the Princess, when she stabbed you... Have any magic on her horn?" Eliot thought for a moment, then remembered.  
"Yes she did."  
"The Princess's magic is some of the most powerful in Equestria. It must have been involintary, caused by extreme stress." Twilight explained. "It's possible that it could of been healing magic. See. When she stabbed you, some of the magic must have gotten inside of you. And it must have slowely healed the damage, and gotten you heart beating again over the four weeks. It's been reported twice in Equestrian history, but never was it recorded bringing back the dead. Huh." Twilight spoke out of pure interest.  
"So. Your saying that my survival was pure luck?" Shine said uncomfortably.  
"No. Just an accident... Wait that came out wrong! Sorry." Twilight apoligized. "It was just... Yes, I think luck would be the best way to describe it."  
"Thanks for the info. Now to get confirmation." Eliot grumbled.  
"Where will you get that?" Twilight asked.  
"The Princess."  
"I don't think thats such a great idea." Twilight responded. "I'd wait until everypony got settled, you know. With you rising from the dead and all."  
"No. I need to know for sure!" Without another word, Eliot flew off towards Canterlot.

He had been traveling for a good three hours before he arrived. But it took even longer for his request for an audience with the Princess was accepted. When Shine entered the throne room, he immediately bowed respectively to the one that ended his life once before.  
"You're majesty. I come to you, confused, and seeking the truth. What truly happened that enabled my existance today?" Eliot asked humbly to his ruler, and killer. It was not until he showed his face, that Celestia yelped in horror. This caused the guards stationed behind the pillars to rush out, surrounding Shine. Spears at the ready. Eliot shrunk in fear.  
"Lower your weapons. Now!" Celestia commanded. Every single guard simontaniously returned to their stations. "How are you..." Celestia was dumbstruck. Eliot rosee his head again.  
"I awoke in my final resting place. I have gotten a theory from your student." Shine expained the theory to the Princess, who just listened.  
"Hold on." Celestia closed her eyes, her horn began to glow. The events of the that night played out on the wall, projected by Celestia's magic. It played through from the day Shine was buried, all the way to his awakening. It showed the wounds, surrounded by a faint pink glow slowely healing over time. "It seems my faithful student was correct." said Celestia.  
"How will the citizens of Ponyville react?" Shine was worried of being an outcast.  
"I will make an announcement. I shall write the mayor a letter on the subject. She will explain it."  
"Thank you your majesty!" Eliot gratefully said. He began to raise from his bow, and started to exit.  
"Oh and Mr. Shine." Eliot looked back. "I'm sorry about that time."  
"It's perfectly okay." Eliot assured her before leaving.

Eliot had been home for a week. The mayor of Ponyville had announced the shocking return of Eliot Shine. His mother had taken down all the obsessive pictures of Shine from her room, since he was no longer dead. Shine had managed to speak to Sunflower. She had found somepony else. He took it quite well. One of his best friends has moved to Cloudsdale. This triggered some thoughts.  
"Mom. Why do we live in Ponyville? When most of the other Pegasi live in Cloudsdale?" Eliot asked. His mother looked at him with dreadful eyes.  
"You're great, great Uncle. A long time ago, he failed his flight exam due to a large gust of wind. I'm assuming you know that failed Pegasi are exiled from Cloudsdale. Our ancestors went to find him. Wherever he went. We followed the direction that the carriage of shame traveled. But he was nowhere to be found. After almost a year of searching. We had to assume the worst. Then about a few months after the search was called off. His son failed the exam on purpose! To find his father. He was never seen again, not after he exited through the west gate. After my mother was born as a crippled flyer, our ENTIRE family vowed to leave Cloudsdale. And never return." She explained with great difficulty.  
"Oh. Thats... Sad." Eliot managed to squeeze out from his pressure built throat. "What do you think happens to the exiled?"  
"I don't know. But it can't be good." She stated. "It's easy to misjudge that floating city. With it's alluring decor and social psychology." She said, as if out of nowhere! "I have seen the carriage return from it's destination many years ago. It was followed by another carriage an hour later. It stopped in the weather facility. I'm sure it's just me though."  
"What was with that statement before that?" Eliot asked.  
"What? That was an opinion."  
"Never mind." Eliot grumbled. It was getting late. Shine had to go to school tomorrow. "Night." Eliot called as he walked back to his room.

Eliot had not been able to sleep. It was about 3:30 AM. He wasn't sure what was bothering him. Maybe it was what his mother had said about the flight exam. Maybe he was worrying about how his best friend would do in the flight exam, in a few months. Shine got up from bed. He rolled onto his computer chair lazily, then switched it on. A thought crossed his mind. Shine immediately searched up his old livestream. He found it. When the Youtube page opened, he was greeted with heart warming comments to the video. Such as: RIP, This Colt's dead?, No. He's alive., Rest in Peace my friend. Equestrian Hero.  
"Didn't the message get through anyponies skulls? I'm fine." Eliot moan in his half asleep voice. He began to watch the 30 minute video. Slightly regreting the words he had said.

I mean. Remember that night, so long ago? When Celestia lost it? She used Ponyville as a playground for her... Pleasures. I seen her violating an animal cartaking Pegasus right above my house. After she was stopped. That was it! Everything just went back to normal, and everypony pretended that it was a bad dream. Oh ya. Then her sister does the same thing, about two weeks after. Look at the trouble she got in! Equestria is not as glamorous as we like to think.

Eliot remembered the word coming from his mouth, almost clearly. If he had not of done that video. He would of never been killed. But nopony would be saved from harsh treatments either. Shine balanced it out in his mind as fair. A sudden spike of drowsiness hit Eliot. He shut off his computer, and slowely crawled back into his bed.

The schoolday was long, boring, and filled with death related questions aimed at himself. Shine came home, stressed out! He trotted down the bland hallway to his room. He shut the door behind himself. He was alone in the place where he resided the most. Just how he liked it. Shine was glad that it was a thursday today. So he wouldn't have to spend an entire five days in that hellhole of a school. Eliot booted up his PC when he heard a strange murmur, coming from his ceiling.  
"How are the damn mice in the ceiling!" Eliot questioned, as he put a hoof on a tile, and pushed it into the ceiling. He held his favorite anti-mouse tool in his jaw. An old rusty hatchet. "C'mere mice. I got a present for you!" Eliot gasped through the handle of the hatchet as he seen a large yellow figure.  
"Put the axe down Shine." Came the figure.  
"Who are you?" Shine asked, dropping the tool.  
"Somepony who loves you." Out from the dark shadows of the hole, came a very familiar mare. Sunflower.  
"Sunflower?" Eliot gasped. "I thought you where with somepony else!"  
"Oh. I'm sorry! I should of remembered." Smoke formed around the fading Sunflower. It was Charplet who arose from the smoke. Eliot was so surprised, that he fell backwards to the wall.  
"How are you here!" Eliot asked rather loudly, his afterlife memories rushing back into his mind, not caring that Charplet had tricked him.  
"I don't know. I woke up in some sort of pot. A zebra was cooking something. I managed to get out before I got burned though. She was frightened, and was unable to explain my return. She kicked me out. I ran from a Manticore for about an hour before I got in Ponyville. It pick up here." Charplet explained. Eliot got back to his hooves.  
"Hmm." Shine clopped his hoof across the floor. Looking into nothingness. "Whats with these times, and coming back from the dead?" Eliot joked.  
"Not a clue." Charplet responded. There was a silence. "Um... So. So do you want to... Pick up where we left off?" Charplet nervously asked. Shine looked deep into her eyes.  
"Of course." He said.

Some time had past. Charplet had already prepared Shine for the good part. Her waist suspended firmly over Eliots crotch.  
"You ready?" She asked.  
"Ohh Yeah." Eliot crackled. Charplet began to lower. Shine could feel the head of his dick prodding the side of Charplets slit. She was teasing him. Just as he was about to enter her, Eliots door swung wide open.  
"Shine! Who is this! And what do you think you are doing!" A very angry voice came from the hallway. Shine and Charplet both cringed. charplet lifted herself off of Eliot.  
*COCKBLOCK*  
"Damn it mom! Perfect fucking timing!" Shine yelled as he turned his head, expecting to he his mother, but instead, it was his supposed ex. Sunflower. "Uhh. What are you doing here?"  
"I came to apoligize to you. For that talk we had. How mean I was. I was only putting up an act for my, now ex boyfriend." Sunflower explained.  
"You're now ex?"  
"Ya. I came over here wanting to make it up to you. You're really the only colt for me. But I remembered that you still had your cherry. So I wanted to be the one to pop it. But now. I can't!" Sunflower told Shine.  
"Umm. Well. Charplet here was about to do so. Then you walked in." Shine said.  
"There is room for one more you know." Charplet teasingly uttered.  
"Charplet!" Eliot exclaimed.  
"C'mon." Charplet let out. She buzzed over to Sunflower. "You can have fun with your Colt-Friend. But I have dibs on his virginity!" She invited.  
"No! His first will be me!"  
"No! I want him!" The two began bickering back and fourth. Before Shine interupted.  
"How about a contest?" Eliot asked.  
"What kind?" Sunflower grumbled.  
"Which ever one of you fine ladies can give me the best blowjob, can take me first." Shine pervertedly said. The two nodded to eachother. Charplet approached Eliot first. Bringing her head down to his black bulging cock. She slid her tounge across the tip, sending waves of pleasure down Shine's spine. She teased him by running her tounge under the tip, giving a sudden spike of pleasure to Eliot.  
"Whoever makes me cum the fastest wins. Charplet gets a time penalty because she already pleasured me a few minutes ago." Shine stated. This only encourage Charplet to take the entire length into her warm moist mouth. She began pumping her head up and down, as fast as she possibly could! All the while using her tounge to lick under the tip. Eliot moan uncontrollably as he began to buck his hips in perfect sync with Charplets head. Everytime his hips fell back down, his balls slapped up against her leathery chin. Shine eventually could not contain himself anymore! He used his front hooves to push Charplets head down, his cock was balls deep in her mouth. He took a few last thrusts, as he came hard! Her mouth still wrapped around his twitching dick as his semen rocketed down her throat! Charplet removed herself from the white splattered penis.  
"All together? Six minutes." Shine panted. "Can you do any better Sunflower?" Eliot asked as she aproached his already hardening cock. She placed his semi hard dick on the side of her face.  
"I'm going to do it by a longshot baby!" Sunflower teased as she worked her lips up Eliots shaft, and around the tip as she gently dived down to the base of his cock. Shine cried out as the tip of his dick was suddenly taken over by a warmth that he never felt before. Charplets mouth was ice cold compared to Sunflower. Her beautiful eyes glaring directly into his, her rump swaying in the air, that smirk of joy on her face as she sucked his cock good. Sunflower stuck the top of her tounge out of her lips as she was sucking. running it along the outside shaft. Swirling around it. Eliot wouldn't be surprised if she studied to do this. She was just so damn good, that Eliot couldn't hold himself.  
"Gah!" Shine cried out as Sunflowers lips where removed from his cock, and his cum blasted all across Sunflowers face, dripping from her horn, on her closed eyelid. Everywhere. She gave a very intimate smile to finish it up.  
"So. Who was faster?" Sunflower asked, whiping the cum out of her mane.  
"Uhh. I couldn't keep track." Eliot shamefully stated. "But I definatley declare a winner."  
Both Charplet and Sunflower looked on in anxioty.  
"I'm sorry but..." Eliot teased.  
"Oh for fucks sake Shine! Just tell us!" Bursted Sunflower, some remnants of Eliots cum had flew from her mouth, onto the wooden floor.  
"Charplet." Eliot said as Charplet jumped for joy. "I'm sorry, I mean. Sunflower wins." charplet started to snicker in defeat. Sunflower trotted teasingly slow towards the bed. She hepped up ontop of Shine.  
"I'm gonna rock your world!" Sunflower exclaimed.  
"Just put it in before something else happens." Eliot joked.  
Shine kept his eyes locked onto Sunflowers vagina, as it touched the tip of his cock. The lips began to spread apart, due to the head of his dick. She hit her mark, and soon slid directly down Eliots shaft!  
"Ohh!" Eliot gasped as the sudden warm, moist sensation of her pussy tingled from his cock, all the way up his spine. Eliot Shine was a virgin, no longer. Sunflower slowely slid herself up and down her Colt-Friends rather large member. Feeling it dwelve deeper, and deeper until the head hit her cervix, and they both cried out in pleasure. It became difficult for Eliot to breath after a wet object was placed over his snout. Charplet had positioned herself over Shine's face, so he could eat her out as Sunflower worked his junk. The taste at first was strange. But it quickly became impossible to stop tasting the hot and sticky inards of the Changeling. Feeling both the intense pleasure of his first time, added to the sweet taste of Charplets juices was almost too much to bear!  
They had been fucking for about five minutes, and in that time, they have tried many different positions. Including the Filly position, Saddle, and missionary being Eliots personal favorite. It didn't take long after making love to both of his partners, for the pleasure to catch up with him. He was currently fucking Sunflower in missionary, while Charplet licked along the shaft as it pumped in and out!  
"I-I th-think i'm going t-to." Shine began to mutter. Sunflower looked up at her lovercolt in pure anticipation.  
"Cum?" Sunflower asked, lost in pleasure, as her orgasm was aproaching fast!  
"CUM!" Shine yelled at the top of his lounges! He began to make short subtle thrusts as he looked deep into Sunflowers eyes. Sunflower had began to cum herself as the warm flow of juices squirted out and into Charplets awaiting mouth. "I love you!" Eliot screamed! He thrusted his thick bulging member as far as he could inside of Sunflower! He released his hot cum deep into Sunflowers depths, her moaning exciting Eliot even more! The cum flowed off of the side of his penis, flowing into Charplets mouth. Both of the young lovers could not handle the pleasure any longer! They both passed out at the same time. Eliot still inside of her. Cumming wildly! The two ponies lid silently ontop of eachother. Leaving the job of cleaning up ,to Charplet. But she never cleaned up without first finishing herself off. She took Shine's half dimp dick, and rammed it into her pussy, using him like a sex toy, until she had came herself.

-One month later.

Eliot had finished the school year with flying colors. Everypony had excepted his return. Him and his two lovers, where with him quite frequently. His friends had returned to him. This was going to be an amazing summer.

-Epilouge

Shine had planned a big welcome back party for his friend, who departed to Cloudsdale to take his flight exam. Everypony he knew was invited. He was expected home any minute. Eliot had made a backup banner, incase he failed the exam. He was all prepared. But minutes turned to hours. Shine stepped out of the house to see Cloudsdale flushing out another rainbow. But this rainbow, was not any ordinary rainbow. Shine felt as if he had a connection with it. Like he had been with it before. Through good and bad times. And they always prevailed. The rainbow had reminded him of somepony. Somepony that was supposed to be home over an hour ago. It had reminded him so much of his friend, that he almost thought. The rainbow was that friend.  
"Come back soon." Eliot sighed as he turned to return into his friends surprise party. But not before glancing at the rainbow one last time over his shoulder. Shine felt lose. But didn't know where it came from.  
After that final glance. Shine would never see his friend ever again.

-The End. 


End file.
